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EXHIBIT 10.22
DELIVERY AGREEMENT(No)P-22/042
CITY OF MOSCOW MAY 04, 2000
OPEN JOINT-STOCK COMPANY OOO "MASTER-KNIGA", represented by its Executive
Director X.X.Xxxxxxxxx, acting on the basis of the company's Charter,
hereinafter referred to as "The Supplier", on the one hand, and CLOSE
JOINT-STOCK COMPANY "OXIRIS", hereinafter referred to as "The Buyer",
represented by Director General V.A.Dolgov, acting on the basis of the Charter,
on the other hand, entered into the present agreement on the following:
1. SUBJECT OF THE AGREEMENT
1.1. The Supplier shall deliver books (further - the Goods), and the Buyer shall
to accept and pay for the Goods on the conditions of the present Agreement.
1.2. The Supplier shall deliver the Goods in the quantity and assortment
indicated in the Buyer's order that may be delivered by mail, fax, e-mail,
etc., provided that the subject to availability of the Goods at the
Supplier's warehouse.
2. PRICES AND PAYMENT CONDITIONS
2.1. Each shipment of the Goods should be paid for at the price agreed by the
parties, which shall be fixed in the waybills for each specific shipment.
Price of the Goods includes cost of packing and marking of the Goods,
according to the conditions of the Agreement.
2.2. The Buyer shall pay for the Goods by making 100% (ONE HUNDRED PERCENT)
prepayment.
2.3. The Buyer shall pay for the Goods in rubles according to the Invoices
provided by the Supplier.
2.4. Date of payment for the Goods, or of a part of the Goods shall be
considered the date when funds are written off the Buyer's bank account in
favor of the Supplier or the date when cash is paid at the Supplier's cash
desk.
3. PROCEDURE FOR DELIVERY OF THE GOODS
3.1 The Supplier shall be considered as having fulfilled his obligations after
handing over the Goods and the necessary standard transport documents to the
Buyer at the warehouse of the Supplier. In case the cost of the order
exceeds 10 000 (TEN THOUSAND) RUBLES delivery of the Goods within Moscow
will be performed by the Supplier at his own expense. Waybills signed by the
authorized representatives of the Parties shall confirm delivery of the
Goods by Supplier to the Buyer.
3.2 Shipping date shall be the date indicated in the waybills signed in
accordance with Article 3.1. of this Agreement.
3.3 The right of property of the Goods and the responsibility for their safe
keeping is transferred to the Buyer at the moment specified in Article 3.2.
of this Agreement.
3.4 The quantity and assortment of the Goods shall be indicated in waybills.
3.5 If it is detected that the quality, quantity or assortment of the Goods do
not correspond to those indicated in the waybills and do not meet the
normal requirements for that kind of goods, an authorized representative of
the Buyer shall make up a statement describing all the defects detected.
3.6 The authorized representative of the Buyer shall sign the waybill so that
his first and last names can be legible.
3.7 The Goods can be delivered in reusable containers alongside with
appropriate waybills. The description and quantity of the reusable
containers to be returned to the Supplier shall also be indicated in the
waybills.
3.8 The Buyer does not acquire the property right for the reusable containers.
3.9 In case it becomes necessary to suspect the acceptance of the Goods, an
authorized representative of the Buyer shall take all possible measures to
provide for the safety of the
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Goods and the containers (e.g., limit the access to the premises where the
Goods are being accepted) until resumption of the acceptance of the Goods.
3.10 The Buyer shall return the empty containers to the Supplier when the
latter delivers the next batch of the Goods.
4. OBLIGATIONS OF THE PARTIES
4.1 The Supplier is obliged to provide the Goods available at his warehouse to
the Buyer not later, than on the next working day following the day of
payment for the Goods (Article 2.4. of the Agreement). If the Goods are
delivered by the Supplier, they shall be delivered not later, than 2 (TWO)
WORKING DAYS after payment was effected by the Buyer.
4.2 In case when Goods are not in stock at the Supplier's warehouse, the
Supplier is obliged to notify the Buyer of a possible delivery date within
24 hours.
4.3 The Supplier shall daily provide the Buyer with information about the
stock-in-trade, according to the price-list. Such information shall be
provided in an electronic form.
4.4 The Supplier guarantees the quality of the Goods which shall meet the
conditions of the Agreement and undertakes to replace the Goods that do not
meet the stated conditions and were not damaged through the Buyer's fault
within 15 (FIFTEEN) DAYS, provided that the Buyer presented the damaged
Goods to the Supplier not later, than 30 calendar days after the date
stated in Article 3.2 of this Agreement.
5. LIABILITY OF THE PARTIES
5.1 If the Goods are damaged due to non-fulfilment or due to improper
fulfilment of the obligations assumed by the Parties to this Agreement, the
Party at fault should reimburse the cost of damage to another Party in full
according to the current legislation of the Russian Federation.
5.2 The Parties shall not be held liable for non-fulfilment of the obligations
assumed under this Agreement, if that was a consequence of the
circumstances outside their control, and if the Party which failed to
fulfil its obligations proves that those circumstances had a direct
influence on its ability to fulfil the obligations under the Agreement. In
this case terms of fulfilment of these obligations shall be postponed
proportionally for the period of existence of such circumstances and their
consequences.
5.3 The Party confronted with circumstances which made it impossible to fulfil
its obligations under the Agreement is obliged to immediately notify the
other Party of the commencement and cessation of the above-mentioned
circumstances. Late notice of force-majeure circumstances deprives the
Party in question of the right to refer to them in the future.
6. SETTLEMENT OF DISPUTES
6.1 All disputes and differences between the Parties in respect to the
Agreement shall be settled by way of negotiations and claim correspondence.
6.2. If a dispute cannot be settled according to Article 6.1 of the Agreement,
the case shall be referred to the Moscow Arbitration Court.
7. MISCELLANEOUS
7.1 All changes and amendments to this Agreement are valid only if made in a
written form and signed by both Parties.
7.2 This Agreement is executed in 2 (two) copies, signed by both Parties and
having equal legal force, one copy for each Party.
7.3 Other issues not provided for by this Agreement will be resolved in
accordance with the current legislation of the Russian Federation.
8. TERM OF THE AGREEMENT
8.1. This Agreement shall enter into force upon being signed by the Parties and
shall remain effective until December 31, 2000. The Contract shall be
prolonged automatically for the next
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term and on the same conditions unless one of the Parties has given the
other Party a month's written notice of the termination of the Contract.
9. ADDRESSES AND BANK DETAILS OF THE PARTIES
THE SUPPLIER THE BUYER
Open joint-stock company Close joint-stock company
"MASTER-KNIGA" "OXIRIS"
INN : 0000000000 INN 7706200205
Legal address: Legal address:
129282, Xxxxxx, Xxxxxxxxxx xx.,00 B 117802, Moscow, Nauchnyi proezd, bldg.12
Mailing address: Mailing address:
129282, Xxxxxx, Xxxxxxxxxx xx.,00 B 117802, Moscow, Nauchnyi proezd, bldg.12
Tel.: 000-0000, 000-0000, fax: 000-0000 Tel.: 000-0000, fax:000-0000
e-mail : xxxxxx@xxx.xx e-mail : xxxxxx@xxxxxx.xxx
Code OKPO : 18654564 Code OKPO : 51260913
Code OKONH: 71400 Code OKONH: 71100, 71200
Bank account No.40702810238050102730 Bank account No. 40702810700030000049
In MB AK SB of RF of Moscow In AKB "Evrozapsibbank"
Maryinoroschinskoye OSB No.7981
BIC : 044525342 BIC : 044585726
Corr.acct.: 30101810600000000342 Corr.acct.: 301018100000000000726
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Acting Director /X.X Xxxxxxxxx/ Director General /V.A.Dolgov/
